EXHIBIT 4.7(h)
This Note is a Global Security within the meaning of the indenture referred
to herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depositary Trust Company and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.
REGISTERED REGISTERED
HONEYWELL INC. Principal Amount:
No. BD- MEDIUM-TERM NOTE, SERIES B $
(GLOBAL ORIGINAL ISSUE DISCOUNT CUSIP
FIXED RATE NOTE) No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS: REPAYMENT TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
/ / ORIGINAL ISSUE DISCOUNT NOTE / / ORIGINAL ISSUE DISCOUNT NOTE FOR
SUBJECT TO "SPECIAL FEDERAL INCOME TAX PURPOSES
PROVISIONS" BELOW ONLY
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE
SET FORTH ABOVE.
HONEYWELL INC., a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received,
hereby promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon
any applicable Redemption Date or Repayment Date (subject to the "Special
Provisions" below, if applicable), and to pay interest on such principal sum
from the Original Issue
Date shown above or from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for, on each June 15 and
December 15 or such other dates, if any, as are specified under "Other Terms"
above (the "Interest Payment Dates"), commencing with the Interest Payment
Date immediately following the Original Issue Date, at the rate per annum
equal to the Interest Rate shown above, until the principal hereof is paid or
made available for payment; provided, however, that if the Original Issue
Date is after a Regular Record Date and on or before the immediately
following Interest Payment Date, interest payments will commence on the
Interest Payment Date following the next succeeding Regular Record Date. The
interest so payable and punctually paid or duly provided for, on any Interest
Payment Date will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the Regular Record Date for such interest, which shall, unless
otherwise specified above under "Other Terms", be the first calendar day
(whether or not a Business Day) of the month in which such Interest Payment
Date occurs; provided, however, that interest payable on the Maturity Date of
this Note or any applicable Redemption Date or Repayment Date that is not an
Interest Payment Date shall be payable to the Person to whom principal shall
be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder hereof on such Regular
Record Date and may be paid to the Person in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date. In the event that any
Interest Payment Date or the Maturity Date or any applicable Redemption Date
or Repayment Date is not a Business Day, the interest and, with respect to
the Maturity Date or any applicable Redemption Date or Repayment Date,
principal otherwise payable on such date will be paid on the next succeeding
Business Day with the same force and effect as if made on such Interest
Payment Date or Maturity Date or Redemption Date. Payment of the principal
of (and premium, if any) and interest on this Note will be made in such coin
or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. Payment of the
principal of (and premium, if any) and interest on this Note due on the
Maturity Date or any applicable Redemption Date or Repayment Date will be
made in immediately available funds upon presentation of this Note. Interest
on this Note shall be computed on the basis of a 360-day year of twelve
30-day months.
Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note
shall not be entitled to any benefit under the Indenture hereinafter referred
to or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
[SEAL] HONEYWELL INC.
By /s/ Paul Saleh
--------------------------------------
Paul N. Saleh
Vice President and Treasurer
Attest /s/ Sigurd Ueland, Jr.
----------------------------------
Sigurd Ueland, Jr.
Vice President and Secretary
Dated:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee
By
-------------------------------------------
Authorized Officer
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HONEYWELL INC.
MEDIUM-TERM NOTE, SERIES B
(GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series
under an Indenture, dated as of August 1, 1994 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association), as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
Indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated herein. By the terms of
the Indenture, additional Notes of this series and of other separate series,
which may vary as to date, amount, Maturity Date, interest rate or method of
calculating the interest rate and in other respects as therein provided, may
be issued in an unlimited principal amount.
If a Redemption Commencement Date or periods within which Redemption
Dates may occur and the related Redemption Prices (unless otherwise specified
above under "Other Terms", expressed as percentages of the principal amount
of this Note if this Note is an Original Issue Discount Note for federal
income tax purposes only as shown above and as percentages of the Amortized
Face Amount (as defined below) of this Note if this Note is an Original Issue
Discount Note subject to the "Special Provisions" below as shown above) are
set forth above under "Redemption Terms", this Note is subject to redemption
prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice by mail to the Person in whose name this Note is registered at such
address as shall appear in the registry books of the Company, on any
Redemption Date so specified or occurring within any period so specified, as
a whole or in part, at the election of the Company, at the applicable
Redemption Price so specified, together in the case of any such redemption
with accrued interest to the Redemption Date, provided, however, that
installments of interest whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Note (or one or more
predecessor Notes) at the close of business on the relevant Regular Record
Dates, referred to above, all as provided in the Indenture. In the event of
redemption of this Note in part only, a new Note of this series and of like
tenor of an authorized denomination for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof. This
Note is not subject to any sinking fund.
If a Repayment Date or periods within which Repayment Dates may occur
and the related Repayment Prices (unless otherwise specified above under
"Other Terms", expressed as percentages of the principal amount of this Note
if this Note is an Original Issue Discount Note for federal income tax
purposes only as shown above and as percentages of the Amortized Face Amount
of this Note if this Note is an Original Issue Discount Note subject to the
"Special Provisions" below as shown above) are set forth above under
"Repayment Terms", this Note is subject to repayment at the option of the
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Holder hereof prior to the Maturity Date upon such terms as are set forth
above under "Repayment Terms". In the event of repayment of this Note in
part only, a new Note of this series and of like tenor of an authorized
denomination for the portion hereof not repaid will be issued in the name of
the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal amount due at the Maturity Date (or, in the
case of Original Issue Discount Notes subject to the "Special Provisions"
below as indicated above, the Amortized Face Amount) of the Notes of this
series may (subject to the conditions set forth in the Indenture) be declared
due and payable in the manner and with the effect provided in the Indenture.
Upon payment (i) of the amount of principal so declared due and payable and
(ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of
the principal of and interest, if any, on the Notes of this series shall
terminate.
The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note
or (ii) certain restrictive covenants with respect to this Note, in each case
upon compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of the Notes at the time Outstanding of each series to be affected
and, for certain purposes, without the consent of the Holders of any Notes at
the time Outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Notes
of each series at the time Outstanding, on behalf of the Holders of all Notes
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given any request, demand, authorization,
direction, notice, consent or waiver under the Indenture or whether a quorum
is present at a meeting of Holders of Notes, the principal amount of any
Original Issue Discount Note that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of the
date of such determination upon acceleration of the Maturity thereof.
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No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal (and premium, if any) of and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the registry books of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $100,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Notes of this series are exchangeable
for a like aggregate principal amount of Notes of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered in the Security Register as
the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
This Note may have such additional or different terms as are set forth
above, under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
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SPECIAL PROVISIONS
Unless otherwise indicated above under "Other Terms", if this Note is an
Original Issue Discount Fixed Rate Note subject to these Special Provisions,
as indicated above, the amount due and payable on this Note in the event that
the principal amount hereof is declared due and payable prior to the Maturity
Date hereof or in the event that this Note is redeemed or repaid shall be the
Amortized Face Amount (as defined below) of this Note or, in the case of
redemption or repayment, the specified percentage of the Amortized Face
Amount of this Note on the date such payment is due and payable as determined
by the Company, plus any accrued but unpaid "qualified stated interest"
payments (as defined in the Treasury Regulations regarding original issue
discount issued by the Treasury Department in January 1994 (the
"Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note due at the Maturity Date that has been amortized at the Stated
Yield (as defined below) of this Note (computed in accordance with
Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and
Section 1.1275-1(b) of the Regulations, in each case as in effect on the issue
date of this Note) at the date as of which the Amortized Face Amount is
calculated, but in no event can the Amortized Face Amount exceed the principal
amount of this Note due at the Maturity Date hereof. As used in the preceding
sentence, the term "issue price" means the principal amount of this Note due at
the Maturity Date hereof less the Original Issue Discount of this Note specified
above. The term "Stated Yield" of this Note means the Yield to Maturity
specified above for the period from the Original Issue Date of this Note
specified above, to the Maturity Date hereof based on the issue price and
principal amount payable at the Maturity Date hereof.
_______________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
_______________________
(State)
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Additional abbreviations may be used though not in the above list.
___________________________________
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
/ /________________________________________________________
(Name and address of assignee, including zip code, must
be printed or typewritten)
_______________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the within Company, with full
power of substitution in the premises
Dated _______________ ___________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at the applicable Repayment Price, together with interest to the Repayment Date,
to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the undersigned elects to have
repaid:_______________________________________________________________;
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the undersigned
for the portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):_____________________________.
Dated _______________ ___________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever.
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